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Offer for purchase of preference shares issued by Investec Plc - amendment to expected settlement date
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL LSE share code: INVP
NSX share code: IVD JSE share code: INP
BSE share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN (I)
THE REPUBLIC OF ITALY; (II) THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS
DEFINED BELOW); OR (III) IN ANY OTHER JURISDICTION, OR TO ANY PERSON LOCATED
OR RESIDENT IN SUCH JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
As part of the dual listed company structure, Investec plc and Investec Limited notify both the
London Stock Exchange plc and JSE Limited of matters which are required to be disclosed under
the Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority and/or the
JSE Listing Requirements. Accordingly we advise of the following:
OFFER FOR PURCHASE OF PREFERENCE SHARES ISSUED BY INVESTEC PLC –
AMENDMENT TO EXPECTED SETTLEMENT DATE
27 June 2016 – Further to the announcement released by Investec plc (“Investec”) dated 20 June 2016
entitled “Offer for Purchase of Preference Shares Issued by Investec plc”, Investec hereby announces that it
amends the expected Settlement Date from 3 August 2016 to 2 August 2016. The amendment to the
expected Settlement Date reflects the announcement by the Presidency of South Africa on 24 June 2016 that
the South African Municipal Elections will take place on 3 August 2016 and that such day will be a public
holiday in South Africa.
Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them
in the Tender Offer Memorandum.
Further information
This announcement is for information purposes only. A complete description of the terms and conditions of
the Tender Offers and the risk factors pertaining thereto is set out in the Tender Offer Memorandum and
should be read carefully before any decision is made with respect to the Tender Offers.
Requests for electronic copies or hard copies of the Tender Offer Memorandum, any announcements relating
to the Tender Offers and information in relation to the procedures for submission of a Tender Instruction
should be directed to the Receiving Agent at web.queries@computershare.co.uk or +44 370 707 1077, for
the attention of Laura James / +27 11 870 2816, for the attention of the Corporate Actions Department.
Preference Shareholders who hold their Preference Shares via STRATE are reminded to contact their
relevant Central Securities Depository Participant (“CSDP”) or broker for further information in relation to the
Tender Offers.
Announcements relating to the Tender Offers can also be obtained from, amongst other places, on the
Investor Relations page on Investec’s website (www.investec.com).
Investec has retained each of (i) J.P. Morgan Securities plc to act as dealer manager in relation only to
the Sterling Preference Shares which are held by Sterling Preference Shareholders who (i) are
resident outside of South Africa and (ii) hold their Sterling Preference Shares (x) in CREST or (y) in
certificated form outside of CREST and STRATE (the “UK Dealer Manager”) and (ii) Investec Bank
Limited to act in its capacity as dealer manager in relation only to the (1) Rand Preference Shares;
and (2) Sterling Preference Shares held by Sterling Preference Shareholders who (i) are resident in
South Africa and (ii) hold their Sterling Preference Shares (x) in STRATE or (y) in certificated form
outside of CREST and STRATE (the “SA Dealer Manager” and, together with the UK Dealer Manager,
the “Dealer Managers” and each a “Dealer Manager”) for the Tender Offers. Investec has retained
Computershare Investor Services PLC to act as Receiving Agent.
Requests for information in relation to the Tender Offers should be directed to:
DEALER MANAGERS
J.P. MORGAN SECURITIES PLC INVESTEC BANK LIMITED
(as UK Dealer Manager) (as SA Dealer Manager)
25 Bank Street 100 Grayston Drive
Canary Wharf Sandown
London E14 5JP Sandton
United Kingdom Johannesburg
Telephone: +44 207 134 2468 2196
Email: emea_lm@jpmorgan.com Republic of South Africa
Telephone: +27 11 286 7326
Email: robert.smith@investec.co.za
Requests for information in relation to the procedures for participating in the Tender Offers
and the submission of Tender Instructions should be directed to:
COMPUTERSHARE INVESTOR SERVICES PLC
(as Receiving Agent)
Corporate Actions
Bristol BS99 6AH
United Kingdom
Telephone: +44 370 707 1077
Email: web.queries@computershare.co.uk
Computershare Investor Services (Pty) Limited
PO Box 61763
Marshalltown 2107
Republic of South Africa
Telephone: +27 11 870 2816
Attention: Corporate Actions Department
South African Sponsor
Investec Bank Limited
For further information please contact:
Investec plc +44 207 597 5546 / + 27 11 286 7070
Stephen Koseff
Bernard Kantor
Ursula Nobrega
Each of the Dealer Managers and their respective affiliates may contact Preference Shareholders regarding
the Tender Offers and may request brokerage houses, custodians, nominees, fiduciaries and others to
forward the Tender Offer Memorandum and related materials to Preference Shareholders.
None of the Dealer Managers, Computershare, the Share Settlement Nominees nor any of their respective
directors, employees or affiliates assume any responsibility for the accuracy or completeness of the
information concerning the Tender Offers, Investec, any of its affiliates or the Preference Shares contained in
this announcement and the Tender Offer Memorandum or for any failure by Investec to disclose events that
may have occurred and may affect the significance or accuracy of such information. None of the Dealer
Managers, Computershare, the Share Settlement Nominees, Investec nor any of their respective directors,
employees or affiliates makes any representation or recommendation whatsoever regarding the Tender
Offers, or any recommendation as to whether Preference Shareholders should offer Preference Shares in the
Tender Offers.
The Receiving Agent is the agent of Investec and the Receiving Agent does not owe any duty to any
Preference Shareholder.
This announcement and the Tender Offer Memorandum contain important information which should be read
carefully before any decision is made with respect to the Tender Offers. If any Preference Shareholder is in
any doubt as to the action it should take, it is recommended to seek its own financial advice, including in
respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or
other independent financial or legal adviser.
Offer Restrictions
This announcement does not constitute an invitation to participate in the Tender Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this announcement comes are required by each of
Investec, the Dealer Managers, Computershare and the Share Settlement Nominees to inform themselves
about, and to observe, any such restrictions.
United States
The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the
mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States or to, or for the benefit of, any U.S. person. This includes,
but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other means
of electronic communication. The Preference Shares may not be tendered in the Tender Offers by any such
use, means, instrumentality or facility from or within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities
Act”). Accordingly, copies of this announcement and the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the
Preference Shares cannot be offered in the Tender Offers by any such use, means, instrumentality or facility
or from or within or by persons located or resident in the United States or by any U.S. Person or any person
acting for the account or benefit of a U.S. Person. Any purported tender of Preference Shares in the Tender
Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported
tender of Preference Shares made by a person located in the United States, a U.S. Person, by any person
acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the United States will be invalid and will
not be accepted.
Each holder of Preference Shares participating in the Tender Offers will represent that it is not a U.S. Person,
it is not located in the United States and is not participating in such Tender Offer from the United States or it
is acting on a non-discretionary basis for a principal located outside the United States that is not giving an
order to participate in such Tender Offer from the United States and who is not a U.S. Person.
Italy
None of the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers
have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la
Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offers are not addressed to
Preference Shareholders resident or located in the Republic of Italy. Neither the Tender Offer Memorandum
nor any other document or material relating to the Tender Offers may be forwarded, mailed, distributed,
disseminated or otherwise disclosed or made available by any person or entity to any person or entity
resident or located in the Republic of Italy. No form of solicitation has been, and can be, carried out in the
Republic of Italy.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the
Tender Offers is not being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (“FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents and/or materials is exempt
from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons in the United Kingdom falling within the definition of
investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “FPO”); (2) those persons who are existing members or creditors of
Investec or other persons within Article 43(2) of the FPO; (3) persons who fall within Article 49 of the FPO
(“high net worth companies, unincorporated associations etc.”), and (4) to any other persons to whom these
documents and/or materials may lawfully be communicated.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers
have been submitted to or will submitted for approval or recognition to the Financial Services and Markets
Authority (“Autorité des services et marches financiers / Autoriteit financiële diensten en markten”) and,
accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Articles
3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian
Law of 1 April 2007 on public takeover bids (the “Belgian Takeover Law”) as amended or replaced from time
to time. Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended,
and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender
Offers (including any memorandum, information circular, brochure or any similar documents) has been or
shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified
investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated markets, as amended from
time to time, acting on their own account. The Tender Offer Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither
the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offers
have been or shall be distributed to the public in the Republic of France and only (i) providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) acting for their own account (other than individuals), all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in
the Tender Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to
nor approved by the Autorité des marchés financiers.
General
Neither this announcement nor the Tender Offer Memorandum constitute an offer to buy or the solicitation of
an offer to sell Preference Shares, and Offers pursuant to the Tender Offers will not be accepted from
Preference Shareholders in any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed
broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or any
of their respective affiliates, as the case may be, on behalf of Investec in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Preference
Shareholder participating in the Tender Offers will also be deemed to give (or, in the case of a Preference
Shareholder participating in the Tender Offers by submitting a Tender Instruction, will give) certain
representations in respect of the other jurisdictions referred to above and generally as set out in Part V —
“Information on the Tender Offers” of the Tender Offer Memorandum. Any tender of Preference Shares for
purchase pursuant to the Tender Offers from a Preference Shareholder that is unable to make these
representations will not be accepted. Each of Investec, the Dealer Managers, Computershare and the Share
Settlement Nominees reserves the right, in their absolute discretion, to investigate, in relation to any tender of
Preference Shares for purchase pursuant to the Tender Offers, whether any such representation given by a
Preference Shareholder is correct and, if such investigation is undertaken and as a result Investec
determines (for any reason) that such representation is not correct, such tender shall not be accepted.
Date: 27/06/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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